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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
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Entergy Corporation
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Letter from our Chairman and CEO
March 27, 2020


Fellow Shareholders:
I am pleased to invite you to the Entergy Corporation 2020 Annual Meeting of Shareholders in New Orleans. Each year, we conduct our Annual Meeting in a location in our service territory as another way to celebrate the communities we have the privilege of serving and to engage with our shareholders and other stakeholders. The attached Notice of Annual Meeting of Shareholders and Proxy Statement will serve as your guide to the business to be conducted at the meeting.
In our 2019 letter to shareholders, which is included in the Integrated and Annual Reports, we lay out our aspiration to be the premier utility and our strategic priorities for how we plan to accomplish this bold aspiration. I believe the foundation is in place: we have a strong sense of purpose, a clear strategy, a dedication to sustainability and a desire always to be better in a rapidly changing world. Our strategic priorities of identifying customer-focused investment opportunities, investing in our people and culture and working to maximize prospective growth through continuous improvement and innovation will pave the way for us to become the premier utility. I hope you will find the letter to be insightful and informative.
At the meeting, I plan to share some of our 2019 highlights in addition to conducting the official business of the meeting. I look forward to discussing 2019 results and the opportunities we see in front of us today, as we continue to execute on our business strategy with decisions and investments to serve all of our stakeholders well into the future.
I would like to personally thank you for your continued support of Entergy as we invest together in the future. I look forward to seeing you at our Annual Meeting. Your vote is important; even if you do not plan to attend the meeting in person, we hope your vote will be represented. Thank you for your continued support of Entergy and your engagement with us on this journey. We are excited about our future.
Sincerely,

Leo P. Denault
Chairman of the Board and Chief Executive Officer

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Message from Our Lead Director

March 27, 2020
 
Dear Fellow Shareholders:
 
Each year, the Proxy Statement gives the Board an opportunity to provide shareholders with an update on Entergy’s corporate governance. As Entergy’s independent Lead Director, I would like to take the opportunity to share my perspective on the Entergy Board, on the robustness and efficacy of our governance structures and processes, and on the Board’s role in helping the Company drive long-term shareholder value.
The Entergy Board: Our Board is comprised entirely of independent directors and our CEO. The Board is an experienced group of leaders attentive to the value of diversity in thought, experience and perspective. We are continuously focused on ensuring that Entergy has an optimal Board structure and composition. Each time we evaluate our leadership structure, add a new director, or change the composition of our Board committees, we do so in a thoughtful manner to ensure that the right skills, experiences, and perspectives are brought to our meetings and discussions.
Independent Board Leadership: As Entergy’s independent Lead Director, I am responsible for helping to ensure that the Board exercises prudent judgment, functioning independently from Company management. To that end, I perform a variety of duties described in this Proxy Statement, including presiding over executive sessions of the independent directors at every Board meeting, without management present. I’m also consulted and advise on all Board meeting schedules, agendas and materials. I have the authority to call meetings of the independent directors and am available for discussion with our shareholders.
Strategic Oversight: Our Board rigorously oversees the Company’s strategy, monitors the execution of strategy by Entergy’s management and ensures that the Company’s corporate culture aligns with its long-term strategy. Our Board takes these duties very seriously. Our strategic oversight role includes evaluating a changing landscape, challenging current assumptions, balancing short and long-term strategic planning, and helping to ensure the Company is continuously transforming for the future.
Our Board continues to be focused on strategy and best-in-class governance. We believe this is the best way to drive success and create value for shareholders. We value our shareholders’ views and believe that regular, transparent communication is an essential component of Entergy’s success.
We hope you will find the Proxy Statement informative and look forward to seeing you at the meeting. Thank you for your investment in and support of Entergy.
Sincerely,

Stuart L. Levenick
Lead Director

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Entergy Corporation
639 Loyola Avenue
New Orleans, LA 70113
Notice of Annual Meeting of Shareholders
WHEN
Friday, May 8, 2020
10:00 a.m. Central Time

WHERE
The Hyatt Regency Hotel
601 Loyola Avenue
New Orleans, Louisiana 70113

RECORD DATE
March 9, 2020
ITEMS OF BUSINESS
To vote on the following proposals:
 
1.
Election of 10 directors proposed by our Board of Directors for a term of one year as named in the attached Proxy Statement.
 
 
2.
Ratification of the appointment of Deloitte & Touche LLP as Independent Registered Public Accountants for 2020.
 
3.
An advisory vote to approve the compensation paid to our Named Executive Officers.
 
4.
Such other business as may properly come before the meeting.
By Order of the Board of Directors

Marcus V. Brown
Executive Vice President and General Counsel
March 27, 2020
We intend to hold our annual meeting in person. However, we are actively monitoring the novel coronavirus (COVID-19) outbreak; we are sensitive to the public health and travel concerns our shareholders may have and the protocols that federal, state, and local governments may impose. In the event it is not possible or advisable to hold our annual meeting in person, we will announce alternative arrangements for the meeting as promptly as practicable, which may include holding the meeting solely by means of remote communication. Please monitor our website at https://www.entergy.com/investor_relations/annual_publications.aspx for updated information. If you are planning to attend our meeting, please check the website regularly prior to the meeting date. As always, we encourage you to vote your shares prior to the annual meeting.
Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to be held on May 8, 2020: Our 2020 proxy statement and 2019 Annual Report to shareholders are available at https://www.entergy.com/investor_relations/annual_publications.aspx. Entergy Corporation uses the Securities and Exchange Commission rule permitting companies to furnish proxy materials to their shareholders on the Internet. In accordance with this rule, on or about March 27, 2020, a Notice of Internet Availability of Proxy Materials (the “Notice”) will be provided to stockholders, which includes instructions on how to access our 2020 Proxy Statement and 2019 Annual Report online, and how to vote online for the 2020 Annual Meeting of Shareholders. If you received the Notice and would like to receive a printed copy of our proxy materials, please follow the instructions for requesting such materials included in the Notice.

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Letter from Our Chairman and CEO
Message from Our Lead Director
Notice of Annual Meeting of Shareholders
2020 Proxy Statement

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PROXY SUMMARY
This summary highlights information generally contained elsewhere in this Proxy Statement. This summary does not contain all the information that you should consider, and you should read the entire Proxy Statement before voting your shares. For more complete information regarding the Company’s 2019 performance, please review our Annual Report on Form 10-K for the year ended December 31, 2019. In this Proxy Statement, we refer to Entergy Corporation as “Entergy,” the “Company,” “we” or “us.”
2020 Annual Meeting Information
Date and Time
10:00 a.m. Central Time, Friday, May 8, 2020
Location
The Hyatt Regency Hotel, 601 Loyola Avenue, New Orleans, Louisiana 70113
Record Date
March 9, 2020
For additional information about the 2020 Annual Meeting of Shareholders, including any adjournment or postponement of the meeting and voting (the “Annual Meeting”), see Frequently Asked Questions Regarding Meeting Attendance and Voting beginning on page 75.
Summary of Matters to be Voted on at The Annual Meeting
The following table summarizes the items that will be brought for a vote of our shareholders at the Annual Meeting, along with the voting recommendations of our Board of Directors (the “Board”):
Voting Matters
 
See Page
Board’s Recommendation
You may vote in the following ways:


Use the Internet at www.proxyvote.com

Call 1-800-690-6903 if in the United States and Canada


Scan the QR Code on your proxy card, notice or voting instruction form.

Mail your signed and dated proxy card or voting instruction form

Attend the Annual Meeting in person
For telephone and Internet voting, you will need the 16-digit control number included on your notice, on your proxy card or in the voting instruction form that accompanied your proxy materials. Internet and telephone voting is available through 11:59 p.m. Eastern Time on Wednesday, May 6, 2020 for shares held in Entergy’s qualified employee savings plans (the “Savings Plans”) and through 11:59 p.m. Eastern Time on Thursday, May 7, 2020 for all other shares.
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PROXY SUMMARY
Our Business
We are an integrated energy company engaged primarily in electric power production and retail distribution operations. Entergy owns and operates power plants with approximately 30,000 megawatts of electric generating capacity, including nearly 9,000 megawatts of nuclear power. Entergy delivers electricity to 2.9 million utility customers in Arkansas, Louisiana, Mississippi and Texas. Entergy has annual revenues of $11 billion and approximately 13,600 employees.
Business Highlights
In 2019, we reported earnings of $1,241 million, or $6.30 per share, compared with earnings of $849 million, or $4.63 per share, in 2018, based on generally accepted accounting principles (GAAP). On an adjusted basis, 2019 earnings were $1,064 million, or $5.40 per share, compared with adjusted earnings of $970 million, or $5.29 per share, in 2018. We also raised our dividend for the fifth consecutive year. Our total shareholder return for 2019 was 44.3 percent, which ranked second out of the 20 companies in the Philadelphia Utility Index, well within our first quartile goal. Our 2019 results were the outcome of exceptional performance and have positioned us well to achieve our financial objectives in the coming years.



See Appendix A for a reconciliation of non-GAAP financial measures.
We also were recognized as a leader in sustainability. In 2019, Entergy was again named to the Dow Jones Sustainability North America Index, which measures performance in economic, environmental and social dimensions against industry peers around the globe. We earned perfect scores in the areas of materiality, policy influence, climate strategy, water-related risks and corporate citizenship and philanthropy. Entergy is the only U.S. company in the electric
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PROXY SUMMARY
utility sector to be included in the index for 18 consecutive years. We also were recognized as a member of The Civic 50, representing the top 50 community-minded companies in the U.S. for the fourth consecutive year, and were included as an inaugural member of the U.S. Chamber of Commerce Foundation Corporate Citizenship Center’s Corporate Citizenship Hall of Fame. For information on these and many other recognitions of our sustainability efforts, see our 2019 Integrated Report at integratedreport.entergy.com.
Corporate Governance Highlights
Corporate Governance Highlights
Board of Directors Highlights
✔ Annual election of directors
✔ Majority voting for directors
✔ Proxy Access
✔ No poison pill; Board policy requires shareholder
   approval for adoption
✔ Disclosure of corporate political contributions and
   oversight of lobbying and political activity
✔ Non-executive directors limited to 4 and executive
   directors limited to 2 other public-company boards
   on which they may serve
✔ No supermajority voting provisions
✔ All committee members are independent
✔ Regular executive sessions of independent directors
✔ Responsive, active and ongoing shareholder
   engagement
✔ Robust share ownership requirements for executive
   officers and directors
✔ Prohibit short selling, hedging, pledging and margin
   transactions involving Entergy securities
✔ 9 out of 10 directors are independent, except the
   Chairman
✔ Strong Independent Lead Director with explicit duties
   and responsibilities
✔ Robust Board refreshment with 5 new directors
   since 2015
✔ Diverse and highly skilled Board that provides a
   range of viewpoints
✔ Mandatory director retirement at 74
✔ Resignation policy for directors who do not receive
   majority vote
✔ Annual Board and committee self-assessments and
   individual director peer assessments
✔ Director orientation and continuing education programs
✔ Oversight of key enterprise risks
✔ Annual off-site Board meeting focused on Company
   strategy
Shareholder Engagement
Each year we conduct a vigorous shareholder outreach program to share our approach to corporate governance and obtain your insights and feedback on matters of mutual interest. During 2019, we contacted shareholders owning approximately 57% of our outstanding shares of common stock, resulting in substantive engagements with the holders of approximately 36% of our outstanding shares. In these engagements, we discussed, among other matters, Company performance, executive compensation, corporate governance practices and sustainability and environmental strategy, performance and reporting, including the Climate Report we released in 2019, and corporate social responsibility. The perspectives provided by our shareholders informed our decision making and helped to guide our actions in continuing to enhance our environmental, social and governance disclosures and our disclosures related to our Board of Directors. Shareholders may communicate with our Board as discussed on page 28 of this proxy statement.
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PROXY SUMMARY
Board Composition
Our 10 Directors exhibit an effective mix of skills, experience, diversity and perspectives. Key characteristics of our Board are:




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PROXY SUMMARY
Director Nominees
You are being asked to vote on the election of these 10 director nominees, each of whom is currently serving on the Board. The following table provides summary information about each of our director nominees as well as their committee memberships as of the date of this proxy statement. The table below also discloses the Board’s determination as to the independence of each nominee under the listing standards of the New York Stock Exchange (“NYSE”), relevant rules of the Securities and Exchange Commission (the “SEC”) and the standards for director independence provided in our Corporate Governance Guidelines. Each director is elected annually. Additional information about each director’s background and experience can be found beginning on page 9.
Name
Age
Director
Since
Primary Occupation
Independent
Committee
Memberships
John R. Burbank
56
2018
Former President, Corporate
Development and Strategy,
Nielsen Holdings plc
Yes
• Finance
• Personnel
Patrick J. Condon
71
2015
Retired Audit Partner, Deloitte &
Touche LLP
Yes
• Audit (Chair)
• Nuclear
Leo P. Denault
(Chairman)
60
2013
Chairman of the Board and Chief
Executive Officer, Entergy
Corporation
No
• Executive (Chair)
Kirkland H. Donald
66
2013
Former President and Chief
Executive Officer, Systems
Planning and Analysis, Inc.
Yes
• Finance
• Nuclear (Chair)
Philip L. Frederickson
63
2015
Former Executive Vice President,
ConocoPhillips
Yes
• Audit
• Executive
• Finance (Chair)
Alexis M. Herman
72
2003
Chair and Chief Executive
Officer, New Ventures, LLC
Yes
• Corporate Governance
• Personnel
M. Elise Hyland
60
2019
Former Senior Vice President,
EQT Corporation and Senior Vice
President and Chief Operating
Officer, EQT Midstream Services, LLC
Yes
• Audit
• Finance
Stuart L. Levenick
(Lead Director)
67
2005
Former Group President and
Executive Office Member,
Caterpillar Inc.
Yes
• Corporate Governance
• Executive
• Nuclear
Blanche L. Lincoln
59
2011
Founder and Principal, Lincoln
Policy Group
Yes
• Corporate Governance (Chair)
• Personnel
Karen A. Puckett
59
2015
Former President and Chief
Executive Officer, Harte Hanks, Inc.
Yes
• Audit
• Personnel (Chair)
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PROXY SUMMARY
Executive Compensation Highlights
Following is a summary of key features of our executive compensation programs and policies and pay outcomes for 2019. For additional information, see the Compensation, Discussion and Analysis beginning on page 36.
Executive Compensation Best Practices
What We Do
Executive compensation programs are highly correlated to performance and focused on long-term value creation
Double trigger for cash severance payments and equity acceleration in the event of a change in control
Clawback policy
Maximum payout capped at 200% of target under our Annual Incentive Plan and Long-Term Performance Unit Program for members of the Office of the Chief Executive
Minimum vesting periods for equity based awards
Rigorous goal setting aligned with externally disclosed annual and multi-year financial targets
Long-term compensation mix weighted more toward performance units than service-based equity awards
All long-term incentive compensation settled in shares of Entergy stock
Rigorous stock ownership requirements
Annual Say-on-Pay vote
What We Don’t Do
×
No 280G tax “gross up” payments in the event of a change in control
×
No tax “gross up” payments on any executive perquisites, other than relocation benefits
×
No option repricing or cash buy-outs for underwater options without shareholder approval
×
No agreements providing for severance payments to executive officers that exceed 2.99 times annual base salary and annual incentive awards without shareholder approval
×
No unusual or excessive perquisites
×
No hedging or pledging of Entergy stock
×
No fixed-term employment agreements
×
No new officer participation in the System Executive Retirement Plan
×
No grants of supplemental service credit to newly-hired officers under any of the Company’s non-qualified retirement plans
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2019 Executive Compensation Elements
The following table summarizes the elements of total direct compensation (“TDC”) granted or paid to our executive officers:
 
Salary
Annual Incentive
Long-Term
Performance
Units
Stock Options and
Restricted Stock
Who Receives
All Named Executive Officers
When Granted
Reviewed Annually
Annually Every January
Form of Delivery
Cash
Equity
Type of Performance
Short-Term
Long-Term
Performance Period
Annual
1 Year
3 Years
3 Year Vesting
How Payout Determined
Personnel Committee Judgment, Market Data Individual Performance
Formulaic (Entergy Tax Adjusted Earnings per Share and Entergy Adjusted Operating Cash Flow) Individual Performance and Personnel Committee Judgment
Formulaic (Relative Total Shareholder Return and Utility Earnings Growth)
Individual Performance, Market Data and Personnel Committee Judgment
“At Risk” Compensation
Entergy’s executive compensation programs are based on a philosophy of pay for performance that is embodied in the design of our annual and long-term incentive plans. We target TDC for our executive officers at market median and place a substantial portion of that compensation “at risk,” subject to achieving both short-term and long-term performance goals.
For 2019, 87% of our Chief Executive Officer’s target TDC was variable, including 70% in long-term incentives and 17% in annual incentives and on average, approximately 76% of our other NEOs’ target TDC was variable, including an average of 59% in long-term incentives and 17% in annual incentives (excluding non-qualified supplemental retirement income, nuclear retention plan payments and compensation reported as “all other compensation” in the 2019 Summary Compensation Table).
Only the base salary portion of annual target TDC is fixed.
FY 2019 CEO Compensation Mix

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PROXY SUMMARY
2019 Incentive Compensation Outcomes
Annual Incentive Awards are tied to our financial and operational performance through the Entergy Achievement Multiplier (“EAM”), which is the performance metric used to determine the maximum funding available for awards under the plan. The 2019 EAM was determined based on ETR Tax Adjusted EPS and ETR Adjusted OCF each weighted equally. ETR Tax Adjusted EPS exceeded the ETR Tax Adjusted EPS target of $5.30 per share by $1.23, but management fell short of achieving its ETR Adjusted OCF target of $3.1 billion by approximately $134 million, leading to a calculated EAM of 139%. After consideration of individual performance, the average payout for the Named Executive Officers was 136% of target.
Long-Term Performance Units for the three-year period ending in 2019 were measured by assessing Entergy’s total shareholder return in relation to the total shareholder return of the companies in the Philadelphia Utility Index. For the 2017 – 2019 long-term performance period, Entergy’s total shareholder return was in the top quartile, resulting in a payout for each participant of 200% of the target number of shares plus shares representing dividends accrued during the performance period.
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BOARD OF DIRECTORS
Proposal 1 – Election of Directors
Ten members of our Board are standing for re-election to hold office until the next Annual Meeting of Shareholders. A majority of the votes cast is required for the election of each nominee. A majority of the votes cast means that the number of votes cast “For” a Director nominee must exceed the number of votes cast “Against” that nominee. Our Corporate Governance Guidelines require a director to tender his or her resignation in the event that he or she does not receive a majority of the votes cast “For” his or her election at the Annual Meeting. In that instance, the Corporate Governance Committee would then consider whether to accept or reject any such resignation. Proxies cannot be voted for a greater number of directors than the 10 nominees identified in this Proxy Statement. If you sign and properly submit your proxy card, but do not give instructions with respect to voting for directors, your shares will be voted for the 10 persons recommended by the Board of Directors.
We expect each nominee for election as a Director to be able to serve if elected. If any nominee is not able to serve, the persons appointed by the Board of Directors and named as proxies in the proxy materials or, if applicable, their substitutes may vote their proxies for substitute nominees, unless the Board chooses to reduce the number of Directors serving on the Board.
Our 2020 Director Nominees
The following chart illustrates the diversity of skills and experiences that our Board members, each of whom is standing for re-election, bring to their service and the alignment of those skillsets with our needs:
Summary of Director Qualifications
Burbank
Condon
Denault
Donald
Frederickson
Herman
Hyland
Levenick
Lincoln
Puckett
Technology and Transformation
Our industry is undergoing transformational change as a result of advances in technology and changing customer expectations about the products and services they want and need to power their lives. This creates opportunities for companies whose leadership is able to understand those changes and what they mean for their customers and other stakeholders. Directors with experience managing consumer-facing businesses and operations that have been impacted by transformational change can provide the Board with critical insights and perspective on these issues and challenges.
Executive Experience
Directors who hold or have held significant executive or leadership positions within large organizations provide the Company with unique insights. These individuals generally possess extraordinary leadership qualities as well as the ability to identify and develop those qualities in others. Their experiences developing talent and solving problems in large, complex organizations prepare them well for the responsibilities of Board service.
Finance and Accounting
Accurate financial reporting and robust auditing are critical to our success. We seek to have at least one director who qualifies as an audit committee financial expert, and we expect all of our directors to be literate in finance and financial reporting processes.
Government/Legal/Public Policy
Our businesses are heavily regulated and are directly affected by governmental actions. As such, we seek to have directors with experience in government, law and public policy to provide insight and understanding of effective strategies in these areas.
Operations
As a capital – intensive company, we seek to have directors with deep experience in a significant operations role with a large business to develop, implement and assess our capital plan and our business strategy.
Regulated Utility/Nuclear
Due to the complexity of our business, we believe it is important to have directors with experience in the utility industry or in nuclear power operations to enable the Board to provide effective oversight of our operations.
Risk Management
Managing risk in a rapidly changing environment is critical to our success. Directors should have a sound understanding of the most significant risks facing the Company and the experience and leadership to provide effective oversight of risk management processes.
Other Public Boards
Directors who have served on other public company boards are able to draw on lessons learned on their other boards, as they seek to develop and implement best practices for the Company.
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BOARD OF DIRECTORS
The following pages provide additional information concerning each of the nominees for director, including each nominee’s age as of March 27, 2020, period served as a director, position (if any) with the Company, business experience and qualifications, directorships of other publicly-owned corporations (if any) and other professional affiliations. Each Director’s information also provides a high level summary of the specific experience, qualifications and attributes of such nominee that caused our Corporate Governance Committee and Board to determine that the person should serve as a director. The Board also believes that all of the nominees have personal traits such as candor, integrity, commitment, and collegiality that are essential to an effective board of directors. Each of our director nominees is committed to working with, and participating in, their communities and the communities we serve. The Board has determined that all Director nominees (other than Mr. Denault) are independent of the Company and management and meet Entergy’s criteria for independence (see “Director Independence” below). The non-employee director nominees collectively also satisfy the Corporate Governance Committee’s goal of geographic diversity, with the 10 nominees residing in eight states, including nominees with strong ties to the states of Arkansas, Louisiana and Texas where we have significant operations.
John R. Burbank



Groton, Connecticut

Age 56

Director Since 2018

Entergy Board Committees
 Finance
 Personnel
Professional Experience
 Former President, Corporate Development and Strategy, Nielsen Holdings plc
   (a global information, data and measurement company) – 2017-2019
 Former President, Strategic Initiatives, Nielsen Holdings plc – 2011-2017
 Director, Change Labs, LTD
 Trustee, March of Dimes

Skills and Attributes
Mr. Burbank brings to the Board his extensive management experience in consumer-facing businesses that have been disrupted by technological change. Accordingly, he brings valuable insights and perspective on the potential impact of technological change on our industry and our company. Mr. Burbank also brings the benefit of his extensive senior management experience leading strategic investments and corporate development and strategy at Nielsen Holdings plc.

Patrick J. Condon


Frankfort, Illinois

Age 71

Director Since 2015

Entergy Board Committees
 Audit (Chair)
 Nuclear
Professional Experience
Retired Audit Partner of Deloitte & Touche LLP (international public accounting
   firm) – 2002-2011
 Former Audit Partner of Arthur Andersen LLP (international public accounting firm)
 Former Director, Cloud Peak Energy, Inc. and Roundy’s, Inc.

Skills and Attributes
As a retired audit partner of a “Big Four” accounting firm, Mr. Condon brings his many years of experience in auditing and accounting to the Board. As leader of Arthur Andersen’s utility group, Mr. Condon acquired in-depth knowledge of the utility industry. The Board also benefits from his regional and national leadership experience gained at Deloitte & Touche LLP and his current and prior service to community and charitable organizations and on other public company boards.

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BOARD OF DIRECTORS
Leo P. Denault


New Orleans, Louisiana

Age 60

Director Since 2013

Entergy Board Committees
 Executive (Chair)
Professional Experience
 Chairman of the Board of Directors of Entergy Corporation since February 2013
 Chief Executive Officer of Entergy Corporation and Entergy Services, LLC since
   February 2013
 Executive Vice President and Chief Financial Officer of Entergy Corporation –
   2004-2013
 Director, Edison Electric Institute, Institute of Nuclear Power Operations and
   Atlanta Center Regional Governing Board of the World Association
   of Nuclear Operators

Skills and Attributes
As our Chairman and Chief Executive Officer and former Executive Vice President and Chief Financial Officer, Mr. Denault brings to the Board his leadership skills, his extensive senior executive experience in the utility industry and his deep knowledge of the Company, as well as the knowledge and experience he has gained through his service on the boards of the Edison Electric Institute, the Institute of Nuclear Power Operations and the Atlanta Center Regional Governing Board of the World Association of Nuclear Operators.
Admiral Kirkland H. Donald, USN (Ret.)


Mount Pleasant, South Carolina

Age 66 

Director Since 2013

Entergy Board Committees
 Finance
 Nuclear (Chair)
Professional Experience
 Former President and Chief Executive Officer of Systems Planning and Analysis, Inc.
   (developer of national defense and homeland security programs) – 2014-2015
 Former Executive Vice President, Chief Operating Officer and Director of Systems
   Planning and Analysis, Inc. – 2013-2014
 Admiral (retired) U.S. Navy
 Former Director, Naval Nuclear Propulsion – 2004-2013
 Director, Huntington Ingalls Industries, Inc., Battelle Memorial Institute, CyberCore
  Technologies and Naval Submarine League
 Committee on Foreign Investment in the United States (“CFIUS”) Security Monitor,
   LANXESS Corporation
 Former CFIUS Voting Trustee, Broadcom Limited
 Outside Director, Rolls Royce North America, SSA
 Former Executive Advisor to NexPhase Capital Partners (private equity firm, formerly
   Moelis Capital Partners)
 Former Member, Board of Managers, Robbins Gioia LLC

Skills and Attributes
Mr. Donald brings to the Board deep nuclear expertise and valuable leadership and risk-management experience gained through his distinguished military career in the United States Navy’s nuclear program and through his business and senior management experience since retiring from the Navy.
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Philip L. Frederickson


Horseshoe Bay, Texas

Age 63

Director Since 2015

Entergy Board Committees
 Audit
 Executive
 Finance (Chair)
Professional Experience
 Former Executive Vice President, Planning, Strategy and Corporate Affairs
   of ConocoPhillips (international oil and gas company) – 2006-2008
 Former Executive Vice President, Commercial of ConocoPhillips – 2002-2006
 Former Director, Sunoco Logistics Partners L.P., Rosetta Resources Inc. and
   Williams Partners LP

Skills and Attributes
Mr. Frederickson brings to the Board his extensive senior management, operating and leadership experience gained through his business career at ConocoPhillips and its predecessor, Conoco Inc., where he held a variety of senior management positions in operations, strategy and business development. In addition to his diverse senior-level management experience, Mr. Frederickson brings his experience leading strategic change both at ConocoPhillips and on the other public company boards on which he has served. His strong ties to the State of Texas also enable him to provide insight into the issues and concerns of our service territories.
Alexis M. Herman


McLean, Virginia

Age 72

Director Since 2003

Entergy Board Committees
 Corporate Governance
 Personnel
Professional Experience
 Chair and Chief Executive Officer of New Ventures, LLC (corporate consultants)
   since 2001
 Former Secretary of Labor of the United States of America
 Former White House Assistant to the President of the United States of America
 Lead Independent Director, Cummins, Inc.
 Director, Coca-Cola Company and MGM Resorts International
 Senior Vice Chair, The National Urban League
 Chair, Toyota Motor Corporation North American Diversity Advisory Board and
   Member, Global Advisory Board
 President, Dorothy I. Height Education Foundation

Skills and Attributes
Secretary Herman brings to the Board a combination of high-level U.S. government service, experience as a strategic advisor to numerous U.S. and international companies and broad public policy expertise, as well as her public company board experience, including her service as Lead Independent Director to another public company. Through her service on other boards, Ms. Herman has also gained experience addressing the strategic issues of companies impacted by changing consumer demands and technological change.
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BOARD OF DIRECTORS
M. Elise Hyland


Pittsburgh, Pennsylvania

Age 60

Director Since 2019

Entergy Board Committees
 Audit
 Finance
Professional Experience
 Former Senior Vice President, EQT Corporation and Senior Vice President and Chief
   Operating Officer, EQT Midstream Services, LLC (a petroleum and natural gas
   exploration and pipeline company) – 2017-2018
 Former Executive Vice President of Midstream Operations and Engineering, EQT
   Midstream Services, LLC – 2013-2017
 Former President of Commercial Operations, EQT Midstream Services, LLC –
   2010-2013
 Former President of Equitable Gas Company, a previously owned entity of EQT –
   2007-2010
 Director, Marathon Oil Corporation and Washington Gas Light Company
 Former Director, EQT Midstream Partners LP

Skills and Attributes
Ms. Hyland brings to the Board her extensive senior executive and operations experience in a capital-intensive industry, gained through her career at EQT Corporation and EQT Midstream Services, LLC. This experience, combined with her experience in finance and strategic planning, will enable her to contribute valuable insights as we grow our utility business and execute on our capital plan.
Stuart L. Levenick


Naples, Florida

Age 67

Director Since 2005

Lead Independent Director

Entergy Board Committees
 Corporate Governance
 Executive
 Nuclear
Professional Experience
 Lead Director of Entergy Corporation since May 2016
 Former Group President and Executive Office Member of Caterpillar Inc.
   (a manufacturer of construction and mining equipment) – 2004-2015
 Former Executive Director of U.S. Chamber of Commerce, Washington, D.C.
 Former Executive Director and Past Chairman of Association of Equipment
   Manufacturers, Washington, D.C.
 Lead Independent Director, W. W. Grainger, Inc.
 Director, Finning International, Inc.

Skills and Attributes
Mr. Levenick brings to the Board his extensive senior executive experience at a major manufacturing company, as well as his experience as a public company director, including as Lead Independent Director of another public company. This experience enables him to contribute valuable operational and financial expertise and offer an informed perspective on leadership development, management and business issues arising out of evolving customer needs and desires in response to technological change.
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BOARD OF DIRECTORS
Blanche Lambert Lincoln


Arlington, Virginia

Age 59

Director Since 2011

Entergy Board Committees
 Corporate Governance
   (Chair)
 Personnel
Professional Experience
 Founder and Principal of Lincoln Policy Group (a consulting firm) since July 2013
 Former Special Policy Advisor for Alston & Bird LLP (legislative and public policy
   services) – 2011-2013
 Former United States Senator for the State of Arkansas –1999-2011
 Former United States Representative for the State of Arkansas – 1993-1997
 Former Chair, U.S. Senate Committee on Agriculture, Nutrition and Forestry
 Former Member, U.S. Senate Committee on Finance, Committee on Energy and
   Natural Resources, and Special Committee on Aging
 Former Member of the U.S. House Committee on Energy and Commerce, Committee
   on Agriculture and Committee on Natural Resources (formerly House Committee on
   Merchant Marine and Fisheries)
 Director, Rayonier, Inc. and Hope Enterprise Corporation
 Trustee of the Center for the Study of the Presidency and Congress

Skills and Attributes
As a former member of the U.S. Senate and House of Representatives, Ms. Lincoln brings to the Board her extensive background and experience in governmental, public policy and legislative affairs, providing her with a unique and valuable perspective on many of the critical issues and opportunities facing the Company. Her strong ties to the State of Arkansas also provide the Board with insight into the issues and concerns of our service territories.
Karen A. Puckett


Houston, Texas

Age 59

Director Since 2015

Entergy Board Committees
 Audit
 Personnel (Chair)
Professional Experience
 Former President and Chief Executive Officer, Harte Hanks, Inc. (marketing services
   company) – 2015-2018
 Former President-Global Markets of CenturyLink, Inc. (a telecommunications
   company) – 2014-2015
 Former Executive Vice President and Chief Operating Officer of CenturyLink, Inc. –
   2009-2014
 Former President and Chief Operating Officer of CenturyTel, Inc. – 2000-2009
 Former Director of Harte Hanks, Inc.

Skills and Attributes
Ms. Puckett brings to the Board her extensive management, operations and business experience acquired through her senior leadership positions in a rapidly changing and highly regulated industry and her deep experience with technology-driven innovation. Ms. Puckett’s ties to the State of Louisiana, as a former resident and senior executive of a large Louisiana-based company, also enable her to offer insight into the issues and concerns of our service territories.
The Board of Directors unanimously recommends that the shareholders vote FOR the election of each nominee.
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BOARD OF DIRECTORS
Identifying Director Candidates
Our Corporate Governance Committee is charged with reviewing the composition of the Board and refreshing the Board as appropriate through the recommendations it makes to the Board. This is an ongoing process through which the Board has added 5 new directors since 2015. These directors have brought to the Board, among other things, deep finance and accounting experience, nuclear expertise, operational experience, including experience executing on large capital projects, and senior leadership experience in companies or industries undergoing transformational change.
Succession Planning and Director Nomination Process

The Corporate Governance Committee screens and recommends candidates for nomination by the full Board. The Committee is assisted with its recruitment efforts by an independent third-party search firm which recommends candidates that satisfy the Board’s criteria. The search firm also provides research and pertinent information regarding candidates as requested.
The Corporate Governance Committee has not established any minimum qualifications that must be met by director candidates or identified any set of specific qualities or skills that it believes our directors must possess. The Corporate Governance Committee’s policy regarding consideration of potential director nominees acknowledges that choosing a Board member involves a number of objective and subjective assessments, many of which are difficult to quantify or categorize. However, the Corporate Governance Committee follows these core principles:
Seeks to nominate candidates with superior credentials, sound business judgment and the highest ethical character.
Takes into account the candidate’s relevant experience with businesses or other organizations of comparable size to the Company and seeks to identify candidates whose experience and contributions will add to the collective experience of the Board.
Believes the Board should reflect a diversity of backgrounds and experiences in various areas, including age, gender, race, geography and specialized experience, and candidates are assessed to determine the extent to which they would contribute to that diversity.
Shareholder Nominations and Recommendations of Director Candidates
Shareholders who wish to nominate directors for election at an Annual Meeting should follow the procedures and instructions set forth in our Bylaws.
Our Bylaws also include a “proxy access” right that permits a group of up to 20 shareholders who have owned at least 3% of our outstanding common stock for at least three years to submit director nominees for up to 20% of the Board for inclusion in our Proxy Statement, if the shareholder and the nominee meet the requirements in our Bylaws.
Shareholders who wish to recommend, but not directly nominate, candidates for consideration should send their recommendations to the Company’s Secretary at 639 Loyola Avenue, New Orleans, Louisiana 70113. The committee will consider director candidates recommended by shareholders in accordance with the criteria for director selection described above under “Identifying Director Candidates.”
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BOARD OF DIRECTORS
Director Orientation and Continuing Education
Upon joining the Board, new directors undergo a comprehensive orientation program that introduces them to the Company, including our business operations, strategy, key members of management, and our corporate governance practices. This program is considered an essential part of the director onboarding process and is annually reviewed for effectiveness by the Corporate Governance Committee. New director orientation is tailored to complement the background of the new director and takes into account whether the new director currently serves or has previously served on a public company board. Directors also are encouraged to enroll in director education programs, and the Corporate Governance Committee annually reviews and reports on director participation in such programs.
The Board is briefed regularly on industry and corporate governance developments affecting the Company and, at its annual Retreat, the Board has the opportunity to discuss some of the most critical strategic issues facing the Company with outside experts in the applicable fields. The annual Retreat also includes a director education component, programmed by the Corporate Governance Committee, which focuses on director duties and responsibilities and current issues in corporate governance. To enhance the Board’s understanding of some of the unique issues affecting our nuclear fleet, directors are regularly invited to visit our nuclear plant sites, where they tour the facilities and interact directly with the personnel responsible for our day-to-day nuclear operations. These activities collectively help to ensure that the Board remains knowledgeable about the most important issues affecting our Company and its business.
CORPORATE GOVERNANCE
Entergy’s Board of Directors
The Board of Directors provides oversight with respect to our overall performance, strategic direction and key corporate policies. It approves major initiatives, advises on key financial and business objectives, and monitors progress with respect to these matters. In addition to reports they receive on specific projects or initiatives, members of the Board are kept informed about our business through various reports and briefings provided to them on a regular basis, including operational and financial reports provided at Board and committee meetings by the Chairman and Chief Executive Officer and other senior executive officers.
Director Independence
Under its Charter, Entergy’s Corporate Governance Committee annually reviews the financial and other relationships between the directors and Entergy as part of the assessment of director independence. The Corporate Governance Committee makes recommendations to the Board about the independence of directors and the Board determines whether each director is independent. In addition to this annual assessment of director independence, independence is monitored by the Corporate Governance Committee and the full Board on an ongoing basis. The independence criteria established by the Board in accordance with the NYSE requirements and used by the Corporate Governance Committee and the Board in their assessment of the independence of directors can be found in the Company’s Corporate Governance Guidelines.
Applying those standards to our directors, our Board, upon the recommendation of the Corporate Governance Committee, has determined that all directors other than Mr. Denault are independent within the meaning of the rules of the NYSE and our Corporate Governance Guidelines. In making this determination, the Board considered Ms. Lincoln’s service as a director of Hope Enterprises Corporation, a non-profit community development financial institution (“HEC”), that provides financial products and services in Arkansas, Louisiana and Mississippi. In 2020, one of our subsidiaries renewed a $1,500,000 loan to a subsidiary of HEC. Ms. Lincoln is neither an officer nor an employee of HEC or any of its subsidiaries.
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CORPORATE GOVERNANCE
Key Corporate Governance Features
Board Governance
Director Retirement Policy
Our Corporate Governance Guidelines provide that a person may not be nominated for election or re-election to the Board if he or she has reached the age of 74 on or before January 1 of the year in which such person would be elected or re-elected, unless specifically recommended to serve beyond the age of 74 by the Corporate Governance Committee and approved by the Board of Directors. The Company does not have term limits for its directors. Instead, our Board addresses the suitability for continued service as a director upon the expiration of each director’s term.
Limits on Other Board Service
Without the approval of the Corporate Governance Committee, non-employee directors may not serve on more than 4 other public-company boards, and directors who are either an executive of the Company or an executive of another company may not serve on more than 2 other public-company boards. Our Corporate Governance Guidelines also require directors to advise the Chairman of the Board, the Lead Director, the Chair of the Corporate Governance Committee and the General Counsel in advance of accepting an invitation to sit on the board of another publicly-held company so that an appropriate evaluation can be made of the potential for any conflicts of interest or other issues that should be considered before the Board member accepts another board position. In addition, no director may serve as a member of the Audit Committee if that director serves on the audit committees of more than 2 other public companies unless the Board determines that such simultaneous service would not impair the ability of that director to serve effectively on the Audit Committee.
Mandatory Resignation Upon Change in Circumstances
Our Corporate Governance Guidelines provide that non-employee directors should offer their resignations when either their employment or the major responsibilities they held when they joined the Board change. The Corporate Governance Committee then reviews the change in circumstances and makes a recommendation to the Board as to whether it is appropriate for the director to continue to serve on the Board and be nominated for re-election.
Anti-Hedging Policy
We have adopted an anti-hedging policy that prohibits officers, directors and employees from entering into hedging or monetization transactions involving our common stock. Prohibited transactions include, without limitation, zero-cost collars, forward sale contracts, purchase or sale of options, puts, calls, straddles or equity swaps or other derivatives that are directly linked to the Company’s stock or transactions involving “short-sales” of the Company’s stock. The Board adopted this policy to require officers, directors and employees to continue to own Company stock with the full risks and rewards of ownership, thereby ensuring continued alignment of their objectives with those of the Company’s other shareholders.
Stock Ownership
Within five years of their election, directors must hold shares or units of Entergy common stock having a market value of at least five times the annual cash retainer or $562,500. A review of non-employee director stock ownership was conducted at the December 2019 Corporate Governance Committee meeting, and the committee determined that all of our non-employee directors satisfied this requirement, as all non-employee directors who had been members of the Board for at least five years held the requisite number of shares or units.
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CORPORATE GOVERNANCE
Shareholder Rights
Majority Voting in
Director Elections
Our Bylaws require each director to be elected by a majority of the votes cast with respect to such director in uncontested elections (the number of shares voted “For” a director must exceed the number of shares voted “Against” that director). In a contested election (a situation in which the number of nominees exceeds the number of directors to be elected), the standard for election of directors will be a plurality of votes cast by holders of shares entitled to vote at any meeting for the election of directors at which a quorum is present.
Annual Election of Directors
All of our directors are elected annually at our annual meeting of shareholders.
Proxy Access
Any shareholder (or any group of up to 20 shareholders) owning at least 3 percent of Entergy’s outstanding common stock for at least three years may include a specified number of director nominees in our proxy materials for the annual meeting of shareholders. Our Bylaws specify qualifying stock ownership, the number of permitted nominees and other requirements related to proxy access.
Policy on Poison Pills
Entergy does not have a shareholder rights plan, otherwise known as a “Poison Pill.” The Board will obtain shareholder approval prior to adopting a future shareholder rights plan unless the Board, in the exercise of its fiduciary duties, determines that under the circumstance then existing, it would be in the best interest of the Company and our shareholders to adopt a rights plan without prior shareholder approval. If a rights plan is adopted by the Board without prior shareholder approval, the plan must be approved by shareholders at the next annual meeting.
Executive Severance Arrangements
Shareholders must ratify any employment or severance agreement with an executive officer that provides severance benefits exceeding 2.99 times the sum of the executive’s annual base salary and annual incentive award.
Structure of Our Board
Our Board Leadership Structure
Our Corporate Governance Guidelines provide the flexibility to split or combine the Chairman and Chief Executive Officer responsibilities. However, when the roles of Chairman of the Board and the Chief Executive Officer are combined, the guidelines require the Board to appoint, from among its independent members, a Lead Director. Currently, our Board is led by Leo P. Denault, who has served as Chief Executive Officer and Chairman of the Board since 2013, and Stuart L. Levenick, who has served as our Lead Director since 2016.
Why Our Board Structure Is Appropriate
The Board understands and appreciates the reasons many boards choose to be led by a fully independent Chairman of the Board. In recognition of the importance of this issue, the independent directors, led by our Corporate Governance Committee, annually evaluate whether we continue to have the appropriate Board leadership structure. The Board believes that its current leadership structure, under which it is led by a combined Chairman and Chief Executive Officer and a strong independent Lead Director, with independent directors chairing each of the Board key committees, is most suitable for the Company at this time because it provides the optimal balance between independent oversight of management and efficient, unified leadership. Given his deep involvement in the Company’s business and industry, we believe Mr. Denault is uniquely positioned to determine the issues and topics that should be on the Board’s agenda, subject to the Lead Director’s review and concurrence. At the same time, we believe that having an otherwise entirely independent Board of Directors, led by a strong independent Lead Director and independent chairs of each of our key committees, provides ample assurance that the Board will not be unduly dominated or influenced by management and will always act independently and in the best interests of the Company’s shareholders.
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CORPORATE GOVERNANCE
How We Select The Lead Director
The Corporate Governance Committee considers feedback from our Board members and then makes a recommendation to the Board’s independent directors. Based on this recommendation, the Lead Director is appointed by a majority of the independent members of the Board of Directors. The Lead Director, subject to his or her annual election to the Board of Directors, serves for a term of three years. In May 2019, Mr. Levenick was elected to new three-year term as Entergy’s Lead Director.
Our Lead Director

Stuart L. Levenick
Lead Director
(since 2016)
Lead Director Duties:
Calls meetings of the independent directors
Presides at executive sessions of the independent directors and all meetings of the Board at which the Chairman and Chief Executive Officer is not present
Serves as a member of the Executive Committee of the Board
Serves as a liaison with the Chairman and Chief Executive Officer when requested by the independent directors
Serves as the point of contact for shareholders and others to communicate with the Board
Meets individually with each director to discuss the performance of the individual director, the Board and its committees
Reviews and advises on Board meeting agendas and consults with the Chairman and Chief Executive Officer on the preparation of agendas
Provides feedback from the Board to the Chairman and Chief Executive Officer following each executive session of independent directors and, together with the Chair of the Personnel Committee, provides the Chairman and Chief Executive Officer with an annual performance review
Assists with recruitment of director candidates and, along with the Chairman, may extend the invitation to a new potential director to join the Board
Board Committees
The Board has an Executive Committee and the following 5 standing committees: Audit, Corporate Governance, Personnel, Finance and Nuclear. Each committee:
Operates pursuant to a written charter;
Evaluates its performance annually; and
Reviews its charters annually.
The members of the Board committees and their Chairs are nominated by the Corporate Governance Committee and appointed by the Board. The specific membership of each committee allows us to take advantage of our directors’ diverse skill sets, enabling deep focus on committee matters.
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CORPORATE GOVERNANCE
Board Committee Composition and Responsibilities
The tables below show the current chairs and membership of each of our key standing committees. All of the directors of these committees are independent.
Audit
Key Responsibilities

Patrick J. Condon
(Chair)

Other Members: Philip L. Frederickson, M. Elise Hyland and Karen A. Puckett

9 meetings in 2019

Each member of the Audit Committee satisfies the heightened independence standards and qualification criteria and is financially literate in accordance with the NYSE and SEC rules.

Mr. Condon and Mr. Frederickson have been determined to be Financial Experts as defined by the SEC
•  Oversees our accounting and financial reporting
processes and the audits of our financial statements;
•  Assists the Board in fulfilling its oversight responsibilities with respect to our compliance with legal and regulatory requirements, including our
disclosure controls and procedures;
•  Decides whether to appoint, retain or terminate our
independent auditors;
•  Pre-approves all audit, audit-related, tax and other
services, if any, provided by the independent auditors;
•  Appoints and oversees the work of our Vice
President, Internal Audit and assesses the
performance our Internal Audit Department; and
•  Prepares the Audit Committee Report.
Corporate Governance
Key Responsibilities

Blanche L. Lincoln
(Chair)

Other Members: Alexis M. Herman and
Stuart L. Levenick

9 meetings in 2019
•  Develops policies and practices relating to corporate governance and reviews compliance with the
Company’s Corporate Governance Guidelines;
•  Recommends the director nominees for approval by
the Board and shareholders;
•  Establishes and implements self-evaluation
procedures for the Board and its committees;
•  Reviews annually the form and amount of non-
employee director compensation, and makes
recommendations to the Board with respect thereto; and
•  Provides oversight of the Company’s sustainability strategies, policies and practices.
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CORPORATE GOVERNANCE
Finance
Key Responsibilities

Philip L. Frederickson
(Chair)

Other Members: John R. Burbank, Kirkland H. Donald
and M. Elise Hyland

8 meetings in 2019
•  Oversees corporate capital structure and budgets and
recommends approval of capital projects;
•  Oversees financial plans and key financial risks;
•  Reviews and makes recommendations to the Board regarding our financial policies, strategies, and
decisions, including our dividend policy;
•  Reviews our investing activities; and
•  Reviews and makes recommendations to the Board
with respect to significant investments, including large
capital projects.
Nuclear
Key Responsibilities

Kirkland H. Donald
(Chair)

Other Members: Patrick J. Condon and
Stuart L. Levenick

5 meetings in 2019

The number of Nuclear Committee meetings in 2019
does not include visits to our nuclear sites or meetings
with the Institute of Nuclear Power Operations by
members of the Nuclear Committee.
•  Provides non-management oversight and reviews all
of the Company’s nuclear generating plants;
•  Focuses on safety, operating performance, operating
costs, staffing and training; and
•  Consults with management concerning internal and external nuclear-related issues.
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CORPORATE GOVERNANCE
Personnel
Key Responsibilities


Karen A. Puckett
(Chair)

Other Members: John R. Burbank, Alexis M. Herman and Blanche L. Lincoln

9 meetings in 2019

Each member of the Personnel Committee satisfies the heightened independence standards and qualification criteria in the NYSE and SEC rules
•  Determines and approves the compensation of our Chief Executive Officer and other senior executive
officers;
•  Approves or makes recommendations to the Board to approve incentive, equity-based and other
compensation plans;
•  Develops and implements compensation policies;
•  Evaluates the performance of our Chairman and Chief
Executive Officer;
•  Reports at least annually to the Board on succession planning, including succession planning for the Chief
Executive Officer; and
•  Provides oversight of the Company’s organizational health and diversity and inclusion strategies.
Executive Committee. The Board also has an Executive Committee, which is chaired by Leo P. Denault, our Chairman and Chief Executive Officer. Other Members of the Executive Committee are Philip L. Frederickson and Stuart L. Levenick. The Executive Committee is authorized to act for the Board on all matters, except those matters specifically reserved by Delaware law to the entire Board. It met 5 times in 2019.
Director Attendance and Executive Sessions
Board Meetings. In 2019, our Board of Directors held 20 meetings. No incumbent director attended fewer than 75% of the total number of meetings of our Board and the committees on which he or she served. Overall attendance by directors at meetings of the Board and committees on which they served during 2019 averaged 97% for our directors as a group.
Annual Shareholder Meeting. We encourage, but do not require, our Board members to attend our annual meeting of shareholders. All of our Board members attended our 2019 Annual Meeting of Shareholders, except for one director who was not able to attend due to extenuating circumstances.
Executive Sessions. The Corporate Governance Guidelines require the independent directors to meet in executive session without any members of management present at least four times a year. In practice, our Board typically meets in executive session during each regular Board meeting.
How Our Board and Committees Evaluate Their Performance
Annually, the Board and each of its committees conduct a rigorous self-evaluation of their respective performance and effectiveness. This process, which is conducted prior to the annual meeting each year, is overseen by the Corporate Governance Committee and is reviewed annually to determine whether it is well designed to maximize its effectiveness and to ensure that all appropriate feedback is being sought and obtained by the Corporate Governance Committee.
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CORPORATE GOVERNANCE
The following diagram illustrates the Board self-evaluation process:


In 2020, following a review of best practices in Board self-assessments, the Committee approved certain changes to the questionnaire that is used to guide its process to enhance the Board’s review of matters relating to culture and strategy and risk oversight.
Our Board self-evaluation now covers the following areas, among others:
Board effectiveness;
Satisfaction with the performance of the Lead Director;
Board and committee structure and composition;
Satisfaction with the performance of the Chairman;
Access to the Chief Executive Officer and other members of senior management;
Quality of the Board discussions and balance between presentations and discussion;
Quality of materials presented to directors;
Board and committee information needs;
Satisfaction with Board agendas and the frequency of meetings and time allocation;
Whether the Board is focusing on the most important issues;
Oversight of key risks and risk management;
Board dynamics and culture;
Board dialogue;
Board and committee succession planning;
Director access to experts and advisors; and
Satisfaction with the format of the evaluation.
Risk Oversight
We believe the Board of Directors provides effective oversight of the risks we face and our risk assessment and risk management processes. The Board reviews the Company’s processes for identifying and managing risks and communicating with the Board about those risks to help ensure that the processes are effective. Like other companies, Entergy is subject to many diverse risks. These include financial and accounting risks, market and credit risks, capital deployment risks, operational risks, compensation risks, liquidity risks, litigation risks, strategic risks, regulatory risks, reputation risks, natural-disaster risks and technology risks, including the cybersecurity risks discussed below, among others. Some critical risks having enterprise-wide significance, such as corporate strategy and capital budget, require the full Board’s active oversight, but our Board committees also play a key role because they can devote more time to reviewing specific risks within their respective areas of responsibility.
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CORPORATE GOVERNANCE
In accordance with NYSE standards, our Audit Committee has the primary responsibility for overseeing risk management. Our standing Board committees also regularly consider risks arising within their respective functional areas of responsibility. Each of these committees receives regular reports from management which assist it in its oversight of risk in its respective area of responsibility. Current risk assignments for our Board committees are as follows:
Board
Overall identification, management and mitigation of risk, with a focus on strategic risks
Audit Committee
Corporate Governance
Committee
Finance
Committee
Nuclear
Committee
Personnel
Committee
• Financial reporting
process and internal
control risks
• Risks associated with
regulatory compliance
risks including
environmental,
NERC, and FERC,
• Risks associated with
corporate compliance,
significant legal
matters, and the
Company’s insurance
programs
• Market and credit risks
• Physical and
Cybersecurity risks
• Corporate governance
and legislative and
regulatory policy risks
• Board succession risks
• Risks related to
shareholder activism
• Environmental,
sustainability and
corporate social
responsibility
• Risks associated with
strategic decisions and
major transactions and
capital investments
• Financial risks,
including liquidity,
credit and capital
market risks
• Safety risks unique to
the operation of our
nuclear fleet
• Executive
compensation risks
• Risks associated with
safety and employee
matters
• Management
succession risks
Cybersecurity
We have identified cybersecurity as a key enterprise risk. As a result, the Audit Committee, on a regular basis, reviews our cybersecurity risk management practices and performance, primarily through reports provided by the Chief Information Officer, Chief Security Officer and General Auditor on the Company’s cybersecurity management program. Among other things, these reports have focused on:

recent cyber risk and cybersecurity developments;

industry engagement activities;

legislative and regulatory developments;

cyber risk governance and oversight;

cyber incident response plans and strategies;

cybersecurity drills and exercises;

assessments by third party experts;

key cyber risk metrics and activities; and

major projects and initiatives.
The Audit Committee receives these reports at each meeting. In addition, the Board has received briefings from outside experts on cybersecurity risks and cyber risk oversight. We have also established a governance structure under our Chief Security Officer that oversees investments in tools, resources, and processes that allows for the continuous improvement of the maturity of our cyber security posture.
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CORPORATE GOVERNANCE
Compensation Risk Assessment
We also monitor the risks associated with our executive compensation programs, including the components of our programs and individual compensation decisions, on an ongoing basis. Each year management, with the assistance of the Personnel Committee’s independent compensation consultant, undertakes a review of our various compensation programs to assess the risks arising from our compensation policies and practices. Management presents the risk assessments to the Personnel Committee. The risk assessment includes a review of the potential risks related to compensation plan design and administration, and an analysis of how those features could directly or indirectly encourage or mitigate risk-taking. In February 2020, the committee agreed with the study’s conclusions that these risks were within our ability to effectively monitor and manage, and that these compensation programs do not encourage unnecessary or excessive risk-taking and do not create risks that are reasonably likely to have a material adverse effect on the Company.
Succession Planning for the Chief Executive Officer
The Personnel Committee and the Chief Executive Officer maintain an ongoing dialogue on executive development and succession planning to prepare the Company for future success. In addition to preparing for Chief Executive Officer succession, the succession planning process includes all other senior management positions. A comprehensive review of executive talent, including, from time to time, assessments by an independent consulting firm, determines readiness to take on additional leadership roles and identifies developmental and coaching opportunities needed to prepare our executives for greater responsibilities. The Chief Executive Officer discusses management succession issues frequently with the Board and provides a comprehensive review of management succession plans for all of the members of the Office of Chief Executive to the Personnel Committee annually.
Our succession planning also includes appropriate contingencies for the unexpected retirement or incapacity of the Chief Executive Officer. Our Board adopted a detailed plan to address emergency Chief Executive Officer and senior management succession in extraordinary circumstances. Our emergency Chief Executive Officer succession plan is intended to enable our Board and our Company to respond quickly and effectively to an unplanned and unexpected vacancy in the position of Chief Executive Officer, regardless of cause and regardless of the surrounding circumstances, so as to assure continuity of leadership and minimize any disruption to our business and operations.
Sustainability
Our sustainability mission is to create sustainable value for our customers, employees, owners and the communities we serve through the use of sustainable business practices that integrate environmental, social and economic objectives and concerns. Achieving this mission is possible only through a balanced review of opportunities and risks to our business strategy. On an ongoing basis, we analyze material environmental, social and economic issues that impact our ability to create value for our key stakeholders.
We also use stakeholders’ input to help identify the most material issues and guide our strategic imperatives. We engage in a variety of informal and formal communications with our key stakeholders and other important groups, including regulators, suppliers, nongovernmental and nonprofit organizations, and professionals in industry, government, labor and education. Feedback is obtained through engagement at many levels. We then use this stakeholder input from dialogue, surveys and other means to help prioritize the most material issues and ensure that our sustainability focus is on these most important areas. We discuss our process for identifying and prioritizing Entergy’s material sustainability issues and our objectives in each of those areas in detail in our 2019 Integrated Report, which is available at integratedreport.entergy.com.
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Sustainability Oversight
In 2002, Entergy’s Board adopted a forward-looking sustainability and environmental vision statement that committed Entergy to “develop and conduct our business in a responsible manner that is environmentally, socially and economically sustainable.” The statement is available at entergy.com/userfiles/content/environment/VisionStatement.pdf. In 2019, the Corporate Governance Committee charter was revised to assign to the committee responsibility for oversight of the Company’s overall sustainability program and strategy and environmental, social and governance reporting. Each of the Board’s standing committees has responsibility for sustainability risks and issues within its area of expertise, as shown below.
Board Committee
Primary Sustainability Oversight Responsibility
Corporate Governance
Overall corporate sustainability strategy; corporate social responsibility; corporate governance issues; governmental, regulatory, public policy and public relations matters; public advocacy activities; shareholder concerns
Personnel
Executive compensation policy; employee and human resources issues; employee training and development; talent management; employee and contractor safety; diversity and inclusion; supplier diversity
Audit
Environmental compliance and auditing and environmental policies; ethics and compliance; market and credit risks; cybersecurity risks; financial reporting processes and risks; other strategic risks and general risk oversight
Finance
Financial stability; major capital investments
Nuclear
Safety risks unique to the nuclear fleet; sustainability of our nuclear plants
Sustainability Reporting and Disclosure
Our 2019 Integrated Report describes our sustainability strategies and initiatives, particularly as they relate to social, economic and environmental issues. Reflecting our belief that the interests of all of our stakeholders are inextricably linked, the report provides a single integrated source of information for all stakeholders and explains how we measure and manage our overall performance using a combination of financial, environmental, community and employee measures. The 2019 Integrated Report may be accessed on our website at integratedreport.entergy.com.
Entergy’s Task Force Climate-Related Financial Disclosure (“TCFD”)-aligned climate strategy and scenario analysis report, published in 2019, extends the Company’s established leadership in the area of climate action and guides Entergy’s future strategic plans to reduce emission intensity even further while providing the power needed to electrify additional sectors of the economy. Entergy’s climate strategy and scenario analysis report may be accessed on our website at http://entergy.com/climatereport.
Additionally, in partnership with the Edison Electric Institute, Entergy reports environmental, social and governance measurements, goals and actions in a consistent manner for our investors as they evaluate our company and industry through the use of the EEI template. New in the 2019 template are metrics compiled in accordance with the American Gas Association. The EEI template may be found at http://www.entergy.com/content/sustainability/EEI-Quantitative.pdf.
Entergy also participates in the Global Reporting Initiative; our GRI report is available at entergy.com/sustainability/gri/. Entergy also publishes a comprehensive performance data table which is available at http://www.entergy.com/userfiles/content/sustainability/performance_data_table.pdf. We believe our reporting and disclosures are largely aligned with Sustainability Accounting Stands Board recommendations, and we are working to identify and close any existing gaps.
Public Policy Engagement
We are committed to participating constructively in the political and legislative process, as we believe such participation is essential to our Company’s long-term success. Our participation in the political and legislative process includes contributions to political organizations and lobbying activity in a manner that is compliant with all applicable laws and reporting requirements. Entergy’s Board has adopted a policy which outlines our principles governing political and lobbying activities, including our policy prohibiting corporate contributions directly to federal, state or local candidates (the “Advocacy Policy”). Annually, we publish a report of our contributions to political and social welfare organizations and the
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portion of dues paid to trade associations that are used for lobbying activities where the dues to the trade association equal or exceed $50,000 (the “Annual Political Contributions Report”).
The Corporate Governance Committee monitors the public policies applicable to the Company and oversight of the Company’s corporate political activity. Management provides regular updates on lobbyists and lobbying activities to the Corporate Governance Committee, and annually, the Corporate Governance Committee reviews and approves our Annual Political Contributions Report. Our website provides our shareholders with useful information about political contributions and lobbying activity. Please see our website at http://www.entergy.com/investor_relations/corporate_governance.aspx for a copy of the Advocacy Policy, the Annual Report on Political Contributions and more information about the ways in which we participate in the political process.
Our Board’s Commitment to Shareholder Engagement
Ongoing Shareholder Engagement
Entergy has a long tradition of engaging with our shareholders. We believe it is important for our governance process to have meaningful engagement with our shareholders and understand their perspectives on corporate governance, executive compensation and other issues that are important to them. We welcome the opportunity to engage with you, our shareholders, to share our perspective on and obtain your insights and feedback on matters of mutual interest. The Board’s and management’s commitment to understanding the interests and perspectives of our shareholders is a key component of our corporate governance strategy and compensation philosophy. We engage with shareholders throughout the year to:

Provide visibility and transparency into our business and our financial and operational performance;

Discuss with our shareholders the issues that are important to them, hear their expectations for us and share our views;

Share our perspective on Company and industry developments;

Discuss and seek feedback on our executive compensation and corporate governance policies and practices;

Share our environmental and sustainability strategy and record; and

Seek feedback on our communications and disclosures to shareholders.
How We Engage
We approach shareholder engagement as an integrated, year-round process involving senior management, our investor relations team and our corporate governance team. Throughout the year, we meet with analysts and institutional investors to inform and share our perspective and to solicit their feedback on our performance. This includes participation in investor conferences and other formal events and group and one-on-one meetings throughout the year. We also engage with governance representatives of our major shareholders, through conference calls that occur during and outside of the proxy season. Members of our investor relations, executive compensation, corporate governance and environmental groups discuss, among other matters, Company performance, executive compensation, emerging corporate governance practices and environmental and sustainability oversight and performance.
2019 Engagement
During 2019, we contacted shareholders owning approximately 57% of our outstanding shares of common stock, resulting in substantive engagements with the holders of approximately 36% of our outstanding shares. In these engagements, we discussed, among other matters, Company performance, executive compensation, corporate governance practices and sustainability and environmental strategy, performance and reporting, including the Climate Report we released in 2019, and corporate social responsibility.
What we learned from meetings with our shareholders:

Shareholders appreciated the opportunity to meet with our team for open discussion and to directly ask questions;

Shareholders are interested in Board refreshment, the process we use to select new directors, and our Board assessment process;
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Several shareholders shared their perspectives on our climate strategy and disclosure, including our TCFD-aligned climate report; and

Shareholders are increasingly interested in human capital management issues, particularly relating to how we are managing the challenges of finding and developing talented employees and our efforts at developing a skilled workforce pipeline.
The comments, questions and suggestions offered by our shareholders were shared with and discussed by the full Board, and their perspectives will inform the Board’s decision making in 2020 and beyond.
Outcomes from Shareholder Feedback
Shareholder feedback is thoughtfully considered and has led to modifications in our governance practices, executive compensation programs and disclosure. Some of the actions we have taken in recent years have been informed by shareholder input include:

Addition of a cumulative utility earnings measure, as a second performance metric in addition to relative total shareholder return, to our Long-Term Performance Unit Program;

Adoption of proxy access for director nominations;

Addition of a one-on-one individual assessment component to our Board self-evaluation process;

Amendments to our Corporate Governance Guidelines to limit the number of public-company boards on which our directors may serve;

Enhancements to our proxy disclosure, including in the areas of risk oversight (including cyber risk oversight), director backgrounds and qualifications, and incentive plan target setting;

Enhancements to our water management disclosures;

Publication of a two degree scenario analysis in 2019; and

Other enhancements to the environmental and sustainability disclosures in our Integrated Report.
How You Can Communicate With Our Board
We believe communication between the Board and the Company’s shareholders and other interested parties is an important part of the corporate governance process. Shareholders and other interested parties may communicate with our Board, our Lead Director or any individual director in care of the Lead Director at:
Entergy Corporation
639 Loyola Avenue
P.O. Box 61000
New Orleans, LA 70161
Email: etrbod@entergy.com
However, spam junk mail and mass mailings, service complaints, service inquiries, new service suggestions, resumes and other forms of job inquiries, surveys, business solicitations and advertisements or requests for donations and sponsorships will not be forwarded.
Corporate Governance Policies
Entergy Policies on Business Ethics and Conduct
All of our employees, including our Chief Executive Officer, Chief Financial Officer and other senior members of management, are required to abide by our Code of Entegrity, which sets forth the ethical responsibilities of our employees, officers and representatives. Our Code of Entegrity, along with other Entergy policies on business conduct, helps ensure that our business is conducted in a consistently legal and ethical manner. Entergy’s policies form the foundation of a comprehensive process that includes compliance with corporate policies and procedures, an open relationship among
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employees to foster good business conduct, and a high level of integrity. Our policies and procedures cover all major areas of professional conduct, including employment practices, conflicts of interest, intellectual property and the protection of confidential information, and require strict adherence to laws and regulations applicable to the conduct of our business. Annually, all employees with computer access are required to acknowledge that they are familiar with the Code of Entegrity and agree to uphold Entergy’s core values and follow Entergy’s policies.
Employees are required to report any conduct that they believe in good faith to be an actual or apparent violation of Entergy’s policies. Retaliation against any employee who in good faith seeks advice, raises a concern, reports misconduct, or provides information in an investigation is strictly prohibited. Our Internal Audit department has procedures to receive, retain and treat complaints received regarding accounting, internal accounting controls, or auditing matters and to allow for confidential and anonymous submissions by employees with concerns regarding questionable accounting or auditing matters.
Code of Business Conduct and Ethics
Our directors, officers and employees are required to comply with a Code of Business Conduct and Ethics (the “Code”). The Code is intended to focus individuals on areas of ethical risk, help them recognize and deal with ethical issues, provide mechanisms to report unethical conduct, and foster a culture of honesty and accountability. The Code covers a wide range of professional conduct, including conflicts of interest, unfair or unethical use of corporate opportunities, strict protection of confidential information, compliance with applicable laws and regulations, and oversight of ethics and compliance by employees of the Company. The Code emphasizes our expectation that directors act ethically and with integrity and to clarify the process for reporting suspected violations of the Code.
Key Corporate Governance Documents
Our Corporate Governance Guidelines, Certificate of Incorporation, Bylaws and Board committee charters form the framework of our corporate governance. Our Corporate Governance Guidelines, the charters of our Audit, Corporate Governance and Personnel Committees, our Code of Entegrity and the Code, including any amendments or waivers, are available at http://www.entergy.com/investor_relations/corporate_governance.aspx and in print to any shareholder who requests a copy from the Secretary of the Company.
Review and Approval of Related Party Transactions
Our Board of Directors has adopted a written Related Party Transaction Approval Policy that applies:
To any transaction or series of transactions in which the Company or a subsidiary is a participant;
When the amount involved exceeds $120,000; and
When a Related Party (a director or executive officer of the Company, any nominee for director, any shareholder owning an excess of 5% of the total equity of the Company and any immediate family member of any such person) has a direct or indirect material interest (other than solely as a result of being a director or a less than 10% beneficial owner of another entity).
The policy is administered by the Corporate Governance Committee. The committee will consider relevant facts and circumstance in determining whether or not to approve or ratify such a transaction, and will approve or ratify only those transactions that are, in the committee’s judgment, appropriate or desirable under the circumstances. The Corporate Governance Committee has determined that certain types of transactions do not create or involve a direct or indirect material interest, including (i) compensation and related party transactions involving a director or an executive officer solely resulting from service as a director or employment with the Company so long as the compensation is approved by the Board of Directors (or an appropriate committee); (ii) transactions involving public utility services at rates or charges fixed in conformity with law or governmental authority; or (iii) all business relationships between the Company and a Related Party made in the ordinary course of business on terms and conditions generally available in the marketplace an in accordance with applicable law. To the Company’s knowledge, since January 1, 2019, neither the Company nor any of its affiliates has participated in any Related Party transaction.
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2019 NON-EMPLOYEE DIRECTOR COMPENSATION
The Company uses a combination of cash and equity-based compensation to attract and retain qualified candidates to serve on the Board. The Corporate Governance Committee periodically reviews non-employee director compensation with the advice of its independent compensation consultant and recommends to the Board any changes it considers appropriate. In making such recommendations, the Corporate Governance Committee considers the type and amount of compensation paid to non-employee directors by comparable companies and the amount of time that directors expend in fulfilling their duties to the Company, as well as the backgrounds and skill level required by the Company of Board members.
2019 Compensation Changes
In 2019, based on a recommendation of the Corporate Governance Committee, the Board of Directors approved certain changes to the Company’s non-employee director compensation programs to better align the programs with evolving market practice. The Corporate Governance Committee based its recommendation on a competitive analysis and advice it received from Pay Governance LLC, its independent compensation consultant. Pay Governance reviewed the competitiveness of the Company’s non-employee director compensation programs, including an evaluation of each of the elements used to deliver total non-employee director compensation, and compared Entergy’s non-employee director pay practices to the companies in the Philadelphia Utility Index and to companies within the S&P 500 Index. The changes recommended by the Corporate Governance Committee were designed to align certain elements of compensation and total compensation at a level approximately equal to the blended utility industry and general industry median. Pay Governance’s analysis resulted in the Board deciding to increase both the quarterly cash retainer and the value of the quarterly stock grant by $1,250 and to increase the Audit Committee’s Chair retainer by $5,000. These changes continued our practice of delivering a majority of non-employee director compensation in the form of equity, which further aligns the interests of our non-employee directors with the interests of our shareholders.
Cash Compensation Paid To Non-Employee Directors
Our non-employee directors receive the following cash compensation and retainers:
Compensation
Amount
Quarterly Cash Retainer
$28,125
Annual Lead Director Retainer
$30,000
Annual Audit Committee Chair Retainer
$25,000
Annual Nuclear and Personnel Committee Chair Retainer
$20,000
Annual Finance and Corporate Governance Chair Retainer
$15,000
Annual Nuclear Committee Member Retainer
$18,000
Equity-Based Compensation
All non-employee directors receive two types of equity-based compensation grants:
Non-Employee Director Stock Program. Each of our non-employee directors receives a quarterly stock grant of shares of our common stock with a fair market value at the time of grant equal to $19,375. Directors may elect to defer receipt of these shares and receive phantom stock units of Entergy common stock in lieu of the quarterly common stock grant. The phantom stock units are the economic equivalent of one share of our common stock and paid in cash in an amount equal to the market value of our common stock at the time of distribution. Deferred shares accrue dividend equivalents until distribution.
Service Recognition Program. Annually, non-employee directors receive a grant of phantom stock units having a value of $80,000 on the date of grant. All phantom stock units granted under this program are the economic equivalent of one share of our common stock, are vested at the time of grant and payable upon the conclusion of the director’s service on the Board. Upon the conclusion of his or her service on the Board, the director will receive one share of our common stock for each phantom stock unit held by the director on the date of the director’s retirement or separation from the Board. Phantom stock units accumulate dividend equivalents based on the dividends paid on the Company’s common stock, which also are payable in
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shares of common stock following the conclusion of the director’s service. Payouts under this program, which we refer to as the “Director Service Recognition Program,” are made in five annual installments beginning on the first day of the month following the director’s separation from the Board or in one lump sum upon the non-employee director’s death.
Other Benefits
Non-employee directors receive $1,500 per day for participation in director education programs, director orientation or business sessions, inspection trips or conferences not held on the same day as a Board meeting. We also provide, but do not require, annual physical exams for our non-employee directors. The Company reimburses non-employee directors for their expenses in attending Board and committee meetings, director education programs, travel for physical exams and other Board-related activities. Our directors do not receive tax gross ups on any benefits they receive.
2019 Non-Employee Director Compensation Table
The table below provides information regarding non-employee director compensation for the fiscal year ended December 31, 2019:
Name(1)
Fees
Earned
or Paid
in Cash
($)(2)
Stock Awards
($)(3)
All Other
Compensation
($)(4)
Total ($)
John R. Burbank
123,500
155,268
21,984
300,752
Patrick J. Condon
174,250
155,268
18,617
348,135
Kirkland H. Donald
163,750
155,268
18,325
337,343
Philip L. Frederickson
125,000
155,268
11,579
291,847
Alexis M. Herman
110,000
155,268
48,007
313,275
M. Elise Hyland
86,125
76,788
375
163,288
Stuart L. Levenick
167,750
155,268
41,533
364,551
Blanche L. Lincoln
125,000
155,268
25,315
305,583
Karen A. Puckett
145,000
155,268
21,322
321,590
(1)
Leo P. Denault, the Company’s Chairman and Chief Executive Officer, is not included in this table as he was an employee of the Company and thus received no additional compensation for his service as a director during 2019. The compensation received by Mr. Denault as an employee of the Company is shown in the 2019 Summary Compensation Table on page 57. Ms. Hyland became a member of the Board effective March 4, 2019. Accordingly, her compensation reported in this table represents prorated compensation for her service in 2019.
(2)
The amounts reported in this column consist of all fees earned or paid in cash for services as a director, including retainer fees, and Lead Director, Committee Chair and Nuclear Committee annual retainers, all of which are described under “Cash Compensation Paid to Non-Employee Directors” above.
(3)
The amounts in this column represent the aggregate grant date fair value determined in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation – Stock Compensation (“FASB ASC Topic 718”) for the shares of common stock granted on a quarterly basis to each non-employee director during 2019 and the 825 phantom stock units granted to each director in 2019 under the Director Service Recognition Program, other than Ms. Hyland who received a pro-rated number of phantom stock units. For a discussion of the relevant assumptions used in valuing these amounts, see Note 12 to the Financial Statements in our Form 10-K for the year ended December 31, 2019. As of December 31, 2019, the outstanding phantom units held by each non-employee director were: Mr. Burbank: 1,072; Mr. Condon: 4,074; Mr. Donald: 5,417; Mr. Frederickson: 3,574; Ms. Herman: 13,527; Ms. Hyland: 204; Mr. Levenick: 11,758; Ms. Lincoln: 7,327; and Ms. Puckett: 4,074.
(4)
The amounts in column (g) include dividend equivalents accrued under the Director Service Recognition Program, Company paid physical exams and related expenses and director education related expenses. For 2019, accrued dividend equivalents under the Director Service Recognition Program were: Mr. Burbank: $2,422; Mr. Condon: $13,409; Mr. Donald: $18,325; Mr. Frederickson: $11,579; Ms. Herman: $48,007; Ms. Hyland: $375; Mr. Levenick: $41,533; Ms. Lincoln: $25,315; and Ms. Puckett: $13,409.
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Proposal 2 – Ratification of Appointment of Deloitte & Touche LLP as Independent Registered Public Accountants for 2020
The Audit Committee is directly responsible for the appointment, compensation, retention, and oversight of the independent auditor. It annually reviews the qualifications, performance and independence of the Company’s independent auditor in accordance with regulatory requirements and guidelines and evaluates whether to change the Company’s independent auditor.
Based on this review, the Audit Committee has appointed Deloitte & Touche LLP (“Deloitte & Touche”) as the independent auditor to conduct the Company’s annual audit for 2020. Deloitte & Touche has served as the Company’s independent auditor since 2001. The Board considers the selection of Deloitte & Touche as the Company’s independent auditor for 2020 to be in the best interest of the Company and its shareholders. Although shareholder approval is not required for the appointment of Deloitte & Touche, the Board and the Audit Committee have determined that it would be desirable as a good corporate governance practice to request the shareholders to ratify the appointment of Deloitte & Touche as our independent auditor. Ratification requires the affirmative vote of a majority of the shares entitled to vote on the matter and present in person or represented by proxy at the Annual Meeting. If the shareholders do not ratify the appointment, the Audit Committee may reconsider the appointment. Even if the appointment is ratified, the Audit Committee, in its discretion, may select different independent auditors if it subsequently determines that such a change would be in the best interest of the Company and its shareholders.
The Board of Directors and the Audit Committee unanimously recommend that the shareholders vote FOR the ratification of the appointment of Deloitte & Touche LLP.
Audit Committee Report
The Entergy Corporation Board of Directors’ Audit Committee is comprised of four independent directors. The committee operates under a Board-adopted written charter which was revised most recently in May 2019. The Board has determined that each member of the Audit Committee has no material relationship with the Company under the Board’s independence standards and that each is independent and financially literate under the listing standards of the NYSE and under the SEC’s standards relating to independence of audit committees. In addition, the Board has determined that Messrs. Condon and Frederickson satisfy the financial expertise requirements of the NYSE and have the requisite experience to be designated an audit committee financial expert as that term is defined by the rules of the SEC.
Management is responsible for the preparation, presentation and integrity of Entergy’s financial statements and for maintaining appropriate accounting and financial reporting policies and practices and internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. The Audit Committee is responsible for overseeing Entergy’s accounting and financial reporting processes and audits of Entergy’s financial statements. As set forth in its charter, the Audit Committee acts in an oversight capacity and relies on the work and assurances of management, Entergy’s internal auditors, as well as Entergy’s independent registered public accounting firm, Deloitte & Touche. Deloitte & Touche is responsible for auditing the consolidated financial statements of Entergy and expressing an opinion on their conformity with generally accepted accounting principles, as well as expressing an opinion on the effectiveness of internal control over financial reporting in accordance with the requirements of the Public Company Accounting Oversight Board (“PCAOB”).
The Audit Committee held 9 meetings during 2019. The meetings were designed to facilitate and encourage private communication between the Audit Committee and management, the internal auditors and Deloitte & Touche. During these meetings, the Audit Committee reviewed and discussed the audited annual financial statements, the unaudited interim financial statements and significant accounting policies applied by Entergy in its financial statements with management and Deloitte & Touche. The Audit Committee also has discussed with, and received regular status reports from Entergy’s General Auditor and Deloitte & Touche on the overall scope and plans for their audits of Entergy, including their scope and plans for evaluating the effectiveness of internal control over financial reporting as required by applicable rules of the PCAOB and applicable SEC rules. On a regular basis, the Audit Committee reviews Entergy’s cybersecurity risk management practices and performance, primarily by receiving reports on the Company’s cybersecurity management program as prepared by the Chief Information Officer, Chief Security Officer, and General Auditor.
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The discussions with Deloitte & Touche also included the matters required to be discussed by the applicable requirements of the SEC and PCAOB, including Critical Audit Matters. The Audit Committee received from the independent registered public accounting firm the written disclosures and the letter required pursuant to applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence, and has discussed with Deloitte & Touche, its independence. As required by SEC rules, lead audit partners are rotated every five years. The Audit Committee is directly involved in the selection process of the current and prior lead partners. One or more members of the Audit Committee meet with candidates for the lead audit partner and the committee discusses the appointment before the rotation occurs. Deloitte & Touche provides no internal audit services for Entergy and the Audit Committee has concluded that non-audit services provided by Deloitte & Touche are compatible with maintaining its independence.
Based on the above-referenced reviews and discussions, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in Entergy’s Annual Report on Form 10-K for the year ended December 31, 2019.
The Audit Committee of the Entergy Corporation Board of Directors:
Patrick J. Condon, Chair
M. Elise Hyland
Philip L. Frederickson
Karen A. Puckett
Independent Registered Public Accountants
A representative of Deloitte & Touche will be present at the Annual Meeting and will be available to respond to appropriate questions by shareholders and will be given an opportunity to make a statement if the representative desires to do so.
Aggregate fees billed to Entergy and its subsidiaries for the years ended December 31, 2019 and 2018 by Deloitte & Touche and their affiliates were as follows:
2019
2018
Audit Fees
$8,710,000
$8,801,895
Audit-Related Fees(a)
775,000
1,017,119
Total audit and audit-related fees
$9,485,000
$9,869,014
Tax Fees
All Other Fees
31,835
Total Fees(b)
$9,516,835
$9,869,014
(a)
Includes fees for employee benefit plan audits, consultation on financial accounting and reporting, and other attestation services.
(b)
100% of fees paid in 2019 and 2018 were pre-approved by the Audit Committee.
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Audit Committee Guidelines for Pre-Approval of Independent Auditor Services
The Audit Committee has adopted the following guidelines regarding the engagement of Entergy’s independent auditor to perform services for Entergy:
1.
The independent auditor will provide the Audit Committee, for approval, an annual engagement letter outlining the scope of services proposed to be performed during the fiscal year, including audit services and other permissible non-audit services (e.g. audit-related services, tax services, and all other services).
2.
For other permissible services not included in the engagement letter, Entergy management will submit a description of the proposed service, including a budget estimate, to the Audit Committee for pre-approval. Management and the independent auditor must agree that the requested service is consistent with the SEC’s rules on auditor independence prior to submission to the Audit Committee. The Audit Committee, at its discretion, will pre-approve permissible services and has established the following additional guidelines for permissible non-audit services provided by the independent auditor:
Aggregate non-audit service fees are targeted at fifty percent or less of the approved audit service fee.
All other services should only be provided by the independent auditor if it is a highly qualified provider of that service or if the Audit Committee pre-approves the independent audit firm to provide the service.
3.
The Audit Committee will be informed quarterly as to the status of pre-approved services actually provided by the independent auditor.
4.
To ensure prompt handling of unexpected matters, the Audit Committee delegates to the Audit Committee Chair or its designee the authority to approve permissible services and fees. The Audit Committee Chair or designee will report action taken to the Audit Committee at the next scheduled Audit Committee meeting.
5.
The Vice President and General Auditor will be responsible for tracking all independent auditor fees and will report quarterly to the Audit Committee.
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Proposal 3 – Advisory Vote to Approve Named Executive Officer Compensation
Our Board is committed to strong governance and recognizes that Entergy’s shareholders have an interest in our executive compensation policies and practices. Section 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) requires that we provide our shareholders with the opportunity to vote to approve, on an advisory basis, the compensation of our named executive offices (“NEOs”). In recognition of the preference our shareholders expressed at Entergy’s 2011 annual meeting and affirmed at our 2017 annual meeting, the Board has held “Say-on-Pay” advisory votes on an annual basis. The next vote on the frequency of “Say-on-Pay” advisory votes will be held at the 2023 annual meeting of shareholders. Consistent with this practice and SEC rules, we are asking you to approve the following resolution:
RESOLVED that the shareholders of Entergy Corporation approve, on an advisory basis, the compensation of its Named Executive Officers, as disclosed in the Company’s Proxy Statement for the 2020 Annual Meeting of Shareholders, pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables, and any related information found in the Proxy Statement of Entergy Corporation.
As discussed in the Compensation Discussion and Analysis section of this Proxy Statement, our compensation principles and underlying programs are designed to attract, motivate and retain key executives who are crucial to our long-term success. We believe the compensation paid to our NEOs reflects our commitment to pay for performance. Our Board recognizes that performance-based executive compensation is an important element in driving long-term shareholder value, and accordingly a significant percentage of our NEOs’ compensation is delivered in the form of long-term incentive awards that are designed to incentivize management to achieve results to the mutual benefit of shareholders and management. Moreover, a significant portion of our NEOs’ cash compensation is delivered in the form of annual performance bonuses that are paid based on the achievement of pre-defined performance measures. In addition, the Company recognizes that a strong governance framework is essential to effective executive compensation programs. This framework and executive compensation philosophy are established by an independent Personnel Committee that is advised by an independent executive compensation consultant.
This advisory vote is intended to address our overall compensation policies and practices related to the NEOs rather than any specific element of compensation. Because your vote is advisory, it will not be binding upon the Board or the Personnel Committee. However, the Board and Personnel Committee value your opinion and will review and consider the voting results when evaluating our executive compensation programs.
The following Compensation Discussion and Analysis provides additional details about our executive compensation programs. We believe the information provided above and within the Compensation Discussion and Analysis demonstrates that our executive compensation programs have been designed appropriately and work effectively to align management’s interests with the interests of shareholders. Accordingly, the Board of Directors requests that you approve our NEOs compensation by approving the advisory resolution.
The Board of Directors unanimously recommends that the shareholders vote FOR the advisory resolution approving the Company’s Named Executive Officer compensation.
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Compensation Discussion and Analysis
This Compensation, Discussion and Analysis describes our executive compensation policies, programs, philosophy and decisions regarding our NEOs for 2019. We also explain how and why the Personnel Committee of our Board arrived at the specific compensation decisions involving the NEOs in 2019, who were:
Name
Age
Title
Leo P. Denault
60
Chairman of the Board and Chief Executive Officer
Andrew S. Marsh
48
Executive Vice President and Chief Financial Officer
A. Christopher Bakken, III
59
Executive Vice President, Nuclear Operations/Chief Nuclear Officer
Marcus V. Brown
58
Executive Vice President and General Counsel
Roderick K. West
51
Group President, Utility Operations
CD&A Table of Contents
Page
Executive Summary
What We Pay and Why
Compensation Policies and Practices
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Executive Summary
2019 Performance
In 2019, we continued to invest in the utility and reduce our business risk, delivering strong financial results and top quartile total shareholder returns to our owners.
Financial Performance
Earnings per Share. Our GAAP earnings per share increased to $6.30 from $4.63 per share in 2018. On an adjusted basis, our earnings per share increased to $5.40 per share from $5.29 per share in 2018.
Dividends. We increased our quarterly common stock dividend for the fifth straight year to $0.93 per share, or $3.72 on an annualized basis.
Total Shareholder Return. Our total shareholder return for 2019 was 44.3%, compared to 26.8% for the Philadelphia Utility Index, placing us in the top quartile of the index.
Investing in the Utility
Generation. In 2019, we continued to advance our portfolio transformation strategy by enhancing our infrastructure with a mix of efficient gas and renewable resources:
Entergy Arkansas announced plans for a 100-MW solar energy facility which, pending approval by the Arkansas Public Service Commission, will be the largest utility-owned solar facility in the state and the first to feature battery storage. Construction also continued on Chicot Solar Project, a 100-MW solar photovoltaic installation expected to be completed in 2020, at which time Entergy Arkansas will enter into an agreement to purchase power from the facility.
Entergy Louisiana completed construction of J. Wayne Leonard Power Station, a 943-MW combined cycle gas turbine (CCGT) generating plant, and continued construction of Lake Charles Power Station, a 994-MW CCGT expected to be in service in mid-2020. Additionally, construction continued on the Washington Parish Energy Center, a 361-MW simple-cycle combustion turbine expected to be in service in 2020, at which time Entergy Louisiana will acquire the facility. Construction also began on Capital Region Solar, a 50-MW facility; a 20-year power purchase agreement for the output from this facility was selected from a request for proposals for renewable resources.
Entergy Mississippi acquired Choctaw Generating Station, a 810-MW CCGT. Entergy Mississippi also has proposed to partner with Recurrent Energy on a new 100-MW solar energy farm; the proposal is currently before the Mississippi Public Service Commission.
Entergy New Orleans began construction of the New Orleans Power Station, a 128-MW unit comprised of natural gas-powered reciprocating internal combustion engines expected to be in service in 2020. Entergy New Orleans also (1) continued construction of 5 MW of distributed-scale solar resources through its Commercial Rooftop Solar Program, which leases commercial building rooftops to install utility-owned solar, expected to be completed in 2020, (2) began a pilot project for company-owned residential rooftop solar, completing 64 of 100 planned installations in 2019, and (3) received approval for three solar projects totaling 90 MW from its renewables request for proposals.
Entergy Texas began construction of the Montgomery County Power Station, a 993-MW CCGT expected to be in service in 2021.
Transmission. In 2019, we invested approximately $1 billion in transmission capital projects to connect generation assets; support economic development by serving new customers; and enhance system reliability, efficiency and resiliency.
Distribution. We continued to invest in grid modernization to improve reliability and provide state-of-the art tools and technology to improve efficiencies and reduce operating costs. In 2019 we began installing advanced meters throughout our service area and recently installed our one millionth meter.
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Customer Solutions and Innovation
We recognize that to be successful in the future we will need to better understand the outcomes our customers need and desire and engage with them differently than we have in the past, so that we can develop new customer solutions that will help them achieve their aspirations. To help us realize this customer-centric growth opportunity, in 2019 we launched KeyString Labs, an innovation center that focuses on three key functions: engaging with our stakeholders, including our most impoverished customers, to understand their expectations; evaluating new technologies and devices that enable distributed energy resources like residential and utility-scale solar, battery storage, backup generators, micro grids, and electric vehicle infrastructure; and developing scalable and innovative customer solutions that we can pilot and deploy across our service area.
Managing Risk
We manage risks in in our utility business by ensuring our utility investments are customer-centric, supported by progressive regulatory constructs, and executed with disciplined project management. Over the past several years, we have built constructive relationships with our regulators that have enabled the development of progressive regulatory mechanisms that now enable us to recover the vast majority of the costs we incur to deliver customer benefits at the same time the customers begin to receive the benefits. As a result of these efforts, we now have formula rate plans with forward-looking features in most of our jurisdictions, and in 2019 new legislation in Texas empowered the Public Utility Commission to establish a rider that would enable more timely recovery of generation investments in that jurisdiction, similar to existing riders for distribution and transmission investments.
Another key element of our risk mitigation strategy for the last several years has been the planned, orderly exit from our wholesale generation business. We continued to execute on that strategy in 2019 by completing the sale of the Vermont Yankee Nuclear Power Station and the Pilgrim Nuclear Power Station and entering into an agreement to sell the Indian Point Nuclear Center in 2021 following its shutdown. We also have an agreement to sell our remaining wholesale nuclear plant, the Palisades Nuclear Generating Station, following its shutdown in 2022.
Sustainability
Our leadership in sustainability, while demonstrated through our actions, has been nationally recognized. Following are a few of those recognitions:
We were included on the 2019 Dow Jones Sustainability North America Index and received perfect scores in the areas of materiality, policy influence, climate strategy, water-related risks, and corporate citizenship & philanthropy and top decile performance in the areas of corporate governance, codes of business conduct, transmission & distribution, and labor practice indicators. This was the 18th consecutive year for Entergy to be included on either the World or North America sustainability index or both.
We were named to Newsweek’s first-ever list of America’s Most Responsible Companies.
We were included as an inaugural member of the U.S. Chamber of Commerce Foundation Corporate Citizenship Center’s Corporate Citizenship Hall of Fame.
We received The Civic 50 Award, which recognizes the top 50 community-minded companies in the United States, for the fourth consecutive year.
Entergy's employee resource groups (ERGs) were collectively ranked among the top 25 U.S. employee and business resource groups and diversity councils for 2019 by the Association of ERGs and Councils. The ERG & Council Honors Award recognizes and honors outstanding contributions and achievements of the best employee and business resource groups and diversity councils in the country.
Environmental
Although we already operate one of the cleanest large-scale generation fleets in the country, in 2019 we established a new climate goal to reduce our carbon emission rate to 50% below year 2000 levels by 2030. Our environmental performance includes not only executing on our portfolio transformation strategy, but also developing solutions in partnership with other sectors that reduce societal emissions through beneficial electrification of other sectors of the economy – a carbon reduction strategy that yields business opportunities for Entergy. For example, our employee-led
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innovation center – KeyString Labs – is currently working on a shore-power initiative that would allow marine vessels to plug into the land-based electrical power grid while at berth, which significantly reduces environmental impacts and potentially lowers operating costs for vessel owners. In early 2020, our first shore-power project went into service and is expected to result in significant reductions of localized emissions.
We also actively engage in thought leadership to develop climate solutions in partnership with other sectors. We recently partnered with the U.S. Council on Sustainable Development to launch the Gulf Coast Carbon Collaborative, a first-of-its-kind industry initiative focused on cross-sector solutions to reducing greenhouse gas emissions.
Social
Communities. We thrive when our communities thrive. With an estimated 25% of our customers at or below the poverty level, we have placed poverty solutions at the center of our corporate social responsibility programs for two decades. This year Entergy is celebrating the 20th anniversary of our low-income customer initiative. In 1999 we revised our customer service policies, placing greater emphasis on our customers’ fundamental needs, and launched our low-income customer initiative. In the 20 years since, through various grant programs, customer bill pay assistance programs and our signature Super Tax Day program, we have helped power the lives of hundreds of thousands of people, not only by keeping their power on and gas flowing, but also by placing them on the path to economic self-sufficiency. Additionally, Entergy and its employees give back to their communities in many ways, such as through philanthropy and employee and retiree volunteerism. In 2019, Entergy employees and retirees volunteered more than 115,000 service hours, and Entergy invested approximately $15 million in our communities through philanthropy in areas such as education and workforce development, poverty solutions and social services, and community improvement and enrichment.
Employees. Our people and our culture are critical to our success. Our holistic approach to our human resources strategy includes workforce safety and wellness, organizational health, effective and forward-looking talent management and competitive compensation and benefits. Our focus on organizational health fosters an engaged and productive culture that positions Entergy to deliver sustainable value to stakeholders. Since initially administering the survey in 2014, we have improved from fourth quartile in 2014 to second quartile in 2019 while substantially increasing our employees’ participation in the survey. We stand committed to achieving top-quartile results and continuing to take action to improve our organizational health and enhance diversity, inclusion and belonging at Entergy. We are also focused on forward-looking talent management, as the foundational building block of our talent management program is workforce planning to determine the anticipated demand for positions and skills. We continue to build partnerships with local colleges and universities, utilizing externship and internship programs to build the workforce of tomorrow, as well as internal reskilling and upskilling opportunities for our employees.
For more information on our 2019 performance and accomplishments in these and other areas, please see our 2019 Integrated Report, at integratedreport.entergy.com.
Our Compensation Principles and Philosophy
Entergy’s executive compensation programs are based on a philosophy of pay for performance that is embodied in the design of our compensation programs. We believe the executive pay programs:
Motivate our management team to drive strong financial and operational results.
Attract and retain a highly experienced and successful management team.
Incentivize and reward the achievement of financial metrics that are deemed by the Personnel Committee to be consistent with the overall goals and strategic direction that the Board has approved for the Company.
Align the interests of our executives and our shareholders by directly tying the value of equity-based awards to our stock price performance, relative total shareholder return and earnings growth.
Create sustainable value for the benefit of all of our stakeholders, including our owners, customers, employees and communities.
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Executive Compensation Best Practices
We regularly review our executive compensation programs to align them with commonly viewed best practices in the market and to reflect feedback from our discussions with investors on executive compensation.
What We Do
Executive compensation programs are highly correlated to performance and focused on long-term value creation
Double trigger for cash severance payments and equity acceleration in the event of a change in control
Clawback policy
Maximum payout capped at 200% of target under our Annual Incentive Plan and Long-Term Performance Unit Program for members of the Office of the Chief Executive
Minimum vesting periods for equity-based awards
Rigorous goal setting aligned with externally disclosed annual and multi-year financial targets
Long-term compensation mix weighted more toward performance units than service-based equity awards
All long-term incentive compensation settled in Entergy stock
Rigorous stock ownership requirements
Annual Say-on-Pay vote
What We Don’t Do
×
No 280G tax “gross up” payments in the event of a change in control
×
No tax “gross up” payments on executive perquisites, other than relocation benefits
×
No option repricing or cash buy-outs for underwater options without shareholder approval
×
No agreements providing for severance payments to executive officers that exceed 2.99 times annual base salary and annual incentive awards without shareholder approval
×
No unusual or excessive perquisites
×
No hedging or pledging of Entergy stock
×
No fixed term employment agreements
×
No new officer participation in the System Executive Retirement Plan
×
No grants of supplemental service credit to newly-hired officers under any of the Company’s non-qualified retirement plans
2019 Executive Compensation Program Changes
During 2019, the Personnel Committee approved the following changes to our executive officer compensation programs:
Changes In Annual Incentive Plan Performance Measures. In 2019, in recognition of the Company’s successful execution on its strategy to exit the EWC business, the Company decided to establish a new, single non-GAAP earnings measure for guidance and investor reporting purposes that would better reflect Entergy’s ongoing business and respond to feedback received from investors on the earnings measures on which the Company had previously reported and guided. This new measure, Entergy Adjusted Earnings Per Share (“ETR Adjusted EPS”), adjusts the Company’s as reported (GAAP) earnings per share results to eliminate the impact of its EWC business, significant tax items and other non-routine items. With this change in the external guidance measure, and given the Personnel Committee’s desire to maintain an appropriate degree of alignment between the Company’s externally communicated earnings targets and the targets under the annual incentive plan, the committee adopted new performance measures to determine the maximum funding level of the annual incentive plan, with each performance measure weighted equally:
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The earnings measure, ETR Tax Adjusted Earnings Per Share or ETR Tax Adjusted EPS, is based on the externally reported ETR Adjusted EPS, which is then adjusted to add back the effect of significant tax items, and to eliminate the effect of major storms, the resolution of certain unresolved regulatory litigation matters, changes in federal income tax law and unrealized gains or losses on equity securities (the “Pre-Determined Exclusions”).
The cash flow measure, ETR Adjusted Operating Cash Flow, or ETR Adjusted OCF, is calculated based on the Company’s as-reported (GAAP) operating cash flow, adjusted to eliminate the effect of any significant non-routine items not representative of the ongoing business, such as items associated with the decisions to sell or close the EWC nuclear plants, and any Pre-Determined Exclusions.
Change in Long-Term Performance Unit Program (“LTIP”) Performance Measures. In keeping with the change in the Company’s external guidance measure, the committee also adopted a new earnings measure for use in measuring performance under the LTIP. In particular, the committee decided that, for the 2019 – 2021 LTIP period, the performance measures will be (1) cumulative ETR Adjusted EPS, adjusted to eliminate the effect of any Pre-Determined Exclusions, and (2) relative total shareholder return (“TSR”), with relative TSR weighted 80% and cumulative ETR Adjusted EPS accounting for the remaining 20%.
Short-Term and Long-Term Incentive Targets Tailored to Role: Beginning in 2019, an executive officer’s short and long-term incentive targets are being determined based on job-specific market data for the officer’s role. Previously, the targets were the average of the market data for the officers within a specific management level, without regard to the officer’s specific job functions. We believe that this change will help assure that each officer’s incentive targets are market competitive with respect to the officer’s particular role.
Consideration of Most Recent Say-On-Pay Vote

Following our 2019 Annual Meeting of Shareholders, the Personnel Committee reviewed the results of the shareholder advisory vote on executive compensation (“Say-on-Pay Vote”) that was held at the meeting with respect to the 2018 compensation actions and decisions for Mr. Denault and the other NEOs. Given the high level of support expressed for the Company’s executive compensation programs and the feedback received through our annual shareholder outreach process, the Personnel Committee believes that the Company’s shareholders are generally supportive of our executive compensation pay practices, and the committee did not make any changes to Entergy’s executive compensation programs in response to this advisory vote.
“At Risk” Compensation
Our total direct compensation (“TDC”) consists of base salary, annual cash incentive and long-term incentive awards. We target TDC for our executive officers at market median and place a significant portion of that compensation “at risk,” subject to achieving both short-term and long-term performance goals. As illustrated in the charts below:
For 2019, 87% of our Chief Executive Officer’s target TDC was variable, including 70% in long-term incentives and 17% in annual incentives and on average, approximately 76% of our other NEOs’ target TDC was variable, including an average of 59% in long-term incentives and 17% in annual incentives (excluding non-qualified supplemental retirement income, nuclear retention plan payments and compensation reported as “all other compensation” in the 2019 Summary Compensation Table).
Only the base salary portion of annual target TDC is fixed.
Paying for Performance
2019 Incentive Pay Outcomes
We believe the 2019 incentive pay outcomes for our NEOs demonstrated the application of our pay for performance philosophy.
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Annual Incentive Awards
Annual incentive awards are tied to our financial and operational performance through the Entergy Achievement Multiplier (“EAM”), which is the performance metric used to determine the maximum funding available for awards under the plan. The 2019 EAM was determined based on two equally weighted performance metrics: (i) ETR Tax Adjusted EPS; and (ii) ETR Adjusted OCF. Below are the 2019 targets and results determined by the Personnel Committee:
Annual Incentive Plan
2019 Targets
2019 Results
ETR Tax Adjusted EPS
$5.30